0001133311FALSETravelzoo590 Madison Avenue35th FloorNew YorkNew York212516-130000011333112023-06-012023-06-01

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(Exact name of registrant as specified in its charter)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

                                         Emerging growth company    ☐    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ 

On March 28, 2024, Travelzoo (the “Company”) entered into a Nonqualified Stock Option Agreement (the “Option Agreement”) with Holger Bartel, Global Chief Executive Officer, pursuant to which the Company granted Mr. Bartel the option to purchase 600,000 shares of the Company’s common stock (such option being hereinafter referred to as the “Option”). The Compensation Committee of the Board of Directors of the Company (the “Committee) engaged an independent compensation consultant to advise on the terms of the Option. The Option Agreement and the Option were subject to approval by the stockholders of the Company.

The Committee, which is comprised solely of independent directors, unanimously approved the Option and the Option Agreement after confirming with an independent compensation consultant that both are in line with historical practices of the Company and market practice. On April 26, 2024, the stockholders of the Company approved the Option Agreement and the Option.

The exercise price of the Option is $8.58 per share. The Option will vest semi-annually over two years in equal installments of 25%, with first vesting on June 30, 2024. The Option cannot be exercised after the expiration of the term of the Option, which is five (5) years from the date of grant.

The information set forth above relating to the Option Agreement between the Company and Mr. Bartel is qualified in its entirety by reference to the full text of the agreement, which was attached as an appendix to the Company’s Schedule 14A, filed with the Securities and Exchange Commission (SEC) on March 29, 2024, and which is incorporated by reference herein.

 

At the 2024 Annual Meeting of Stockholders of Travelzoo held on April 26, 2024 via webcast, at www.virtualshareholdermeeting.com/TZOO2024, the following actions were taken.

Travelzoo's stockholders elected Holger Bartel, Christina Sindoni Ciocca, Carrie Liqun Liu, Volodymyr Cherevko and Michael Karg to serve on the Board of Directors until the next annual meeting of stockholders. The voting results are:

Ms. Liu, Mr. Cherevko and Mr. Karg will serve as independent directors in accordance with the listing standards of the NASDAQ Stock Market.

The proposal regarding the stock option grant to the Global Chief Executive Officer was approved. The voting results are:

The stockholders approved, on an advisory basis, to approve Travelzoo’s executive compensation. The voting results are:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.